EX-99.1 2 c74587exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance
Exhibit 99.1
investor presentation August 2008 sm


 

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements made in this presentation, other than statements of historical fact, are forward-looking statements. The words "look forward to," "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "will," "would," "should," "could," "guidance," "potential," "opportunity," "continue," "project," "forecast," "confident," "prospects," "schedule," "designed," "future," "discussions," "if" and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then- current expectations, beliefs, assumptions, estimates and forecasts about the business of GSI Commerce. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect GSI Commerce's business, financial condition and operating results include the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its partners operate, changes affecting the Internet and e-commerce, the ability of GSI Commerce to develop and maintain relationships with strategic partners and suppliers and the timing of the establishment, extension or termination of its relationships with strategic partners, the ability of GSI Commerce to timely and successfully develop, maintain and protect its technology, confidential and proprietary information and product and service offerings and execute operationally, the ability of GSI Commerce to attract and retain qualified personnel, the ability of GSI Commerce to successfully integrate its acquisitions of other businesses, and the performance of acquired businesses. More information about potential factors that could affect GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by GSI Commerce with the SEC. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements.


 

Non-GAAP Financial Measures GSI's consolidated financial statements are prepared and presented in accordance with GAAP. To supplement our consolidated financial statements, in this presentation, we use the non-GAAP financial measures of non-GAAP net revenues and non-GAAP income from operations. We also discuss certain ratios that use those measures. The non-GAAP measures and ratios presented are not intended to be considered in isolation of, as a substitute for, or superior to our GAAP financial information. We have included reconciliations later in this release of the non-GAAP measures to the nearest GAAP measure. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate our performance. In our opinion, these non-GAAP measures provide meaningful supplemental information regarding our performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as to the operating results of comparable companies. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by institutional investors and the analyst community to help them analyze the health of our business. Non-GAAP net revenues. We define non-GAAP net revenues as net revenues minus cost of revenues from product sales and marketing expenses. Marketing expenses principally include partner revenue share expenses, net advertising and promotional expenses, subsidized shipping and handling expenses, and catalog expenses. We consider non-GAAP net revenues to be a useful metric for management and investors because (1) it provides a metric for our investors to understand and analyze our company and (2) it provides investors with one of the primary metrics used by the company for evaluation and decision making purposes. We and many of our investors view us as a technology and business services company. Since most technology and business service companies generate their revenues from service fees and do not have product sales, we believe that by subtracting cost of revenues from product sales and marketing expenses from our net revenues from product sales, the company and investors will be better able to assess our revenues on a basis that more closely approximates the net revenues of other technology and business services companies. Further, management uses this metric for evaluating the performance of our business, making operating decisions and for budgeting purposes. Non-GAAP income from operations. We define non-GAAP income from operations as income from operations excluding stock-based compensation, depreciation and amortization expenses and acquisition-related integration expenses. We consider non-GAAP income from operations to be a useful metric for management and investors because it excludes certain non-cash and non-operating items. Because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when valuing equity awards under SFAS 123R, we believe that viewing income from operations excluding stock-based compensation expense allows investors to make meaningful comparisons between our operating performance and those of other businesses. Because we are growing rapidly and operate in an emerging and rapidly changing industry, we believe that our level of capital expenditures and consequently the level of depreciation and amortization expense relative to our revenues could be meaningfully greater today than it will be over time. As a result, we believe it is useful supplemental information to view income from operations excluding depreciation and amortization expense as it provides a potential indicator of the future operating margin potential of the business. We believe the exclusion of acquisition-related integration expenses permits evaluation and a comparison of results for on-going business operations, and it is on this basis that management internally assesses the company's performance.


 

GSI Commerce, Inc. (Nasdaq : GSIC) Business and technology services company providing e-commerce and interactive marketing solutions. Focused solely on the enterprise market. ~ 200 customers globally. ~ 4,000 employees. Vision - to be the worldwide leader in e-commerce and multichannel services for great consumer brands. overview e-commerce services interactive marketing services financials


 

Company Operates Two Business Segments overview e-commerce services interactive marketing services financials fulfillment technology customer care e-Commerce Services e-mail services digital agency Interactive Marketing Services


 

~ 200 Customers Globally * Slide shows selected partners. * Slide shows selected partners. overview e-commerce services interactive marketing services financials


 

Full Suite of Services Creates Meaningful Cross-Sell Opportunities U.S. Internat'l Tech Fulfillment Customer Care gsi interactive e-Dialog overview e-commerce services interactive marketing services financials e-Commerce Services Interactive Marketing Services


 

Competition e-Commerce Services Primary competition comes from companies that provide a component of GSI's overall solution set. Interactive Marketing Services overview e-commerce services interactive marketing services financials IBM, ATG, Microsoft West, Convergys DHL, UPS digital marketing services agencies aQuantive (Avenue A/Razorfish), Publicis, Omnicom, WPP and Interpublic data aggregation and e-mail companies Experian(CheetahMail), Harte-Hanks (Postfuture), Epsilon, Responsys


 

e-Commerce Services - U.S. and International 3 primary service offerings Technology Fulfillment Customer Care Services sold either modularly or as an integrated solution ~ 85 customers including 8 international in 15 merchandise categories Long-term deals with predictable revenue streams tied to transactions Adding 5 to 10 U.S. / 1 to 2 international customers per year 3 acquisitions since 2006 (Aspherio, Accretive Commerce and Zendor with additional acquisitions possible) overview e-commerce services interactive marketing services financials


 

A Leading e-Commerce Platform w/ Scale June 2008 Site Traffic Data - Sources: comScore Networks Inc. and GSI Commerce Top U.S. e-Commerce Sites vs. GSI Customer Sites Total Unique Visitors (000) * GSI's number is not calculated by comScore. The GSI number is established by totaling the unique visits made to each GSI customer site tracked by comScore. This number does not include several of GSI's larger professional league sites as well as several smaller customer sites. The GSI number is not 'unique' based on comScore's definition. This chart is meant to show the volume of visitors to GSI customer sites as a whole in comparison to other e-commerce sites. Total Internet : Total Audience 189,873 Retail 147,835 1 eBay 79,972 2 Amazon sites 57,002 3 GSI Customer Sites * 45,396 4 Apple Inc. 30,681 5 Wal-Mart 30,398 6 Target Corporation 27,978 7 Shopzilla Sites 21,425 8 Yahoo! Shopping 19,278 9 Moviephone 15,632 10 Best Buy Sites 14,585 overview e-commerce services interactive marketing services financials


 

Healthy & Growing U.S. e-Commerce Services Market * Forrester Research excludes travel in calculating its b2c, retail sales as reported in the "U.S. e-Commerce: Five-Year Forecast: 2008 - 2012" published by Forrester Research Inc., February 2008. overview e-commerce services interactive marketing services financials e-Commerce in the U.S., excluding travel, is projected to grow 13.9% CAGR during 2007 thru 2012. Shop.org estimates retailers spent 19% and 20% of revenue on fulfillment, customer service and technology during 2005 and 2006, respectively. Assuming that spend remains steady at 20% through 2012, the U.S. market opportunity for providers of e-commerce services (technology, fulfillment and customer care) grows from $34.9 billion in 2007 to $66.9 billion by 2012. $ in billions 2007 2008 2009 2010 2011 2012 16.9% 15.4% 13.8% 12.4% 11.2% 13.9% CAGR of U.S. e-commerce * $34.9 $174.5 $40.8 $204.0 $47.1 $235.4 $53.6 $267.8 $60.2 $301.0 $66.9 $334.7 U.S. e-commerce market opportunity for e-commerce services providers U.S. e-commerce market growth estimates*


 

European e-Commerce Market - Large & Becoming Larger Source: IDC, Internet Commerce Model 11.1 Worldwide b2c e-Commerce Spend Asia Pacific 16% Japan 5% ROW 4% Asia Pacific 15% Japan 4% ROW 6% 2006 $517.6 billion 2010 $1,009.2 billion USA 33% USA 27% W. Eur. 42% W. Eur. 48% overview e-commerce services interactive marketing services financials


 

e-Commerce Services Overview Hosted e-commerce solution (high availability, redundant, secure) Proprietary foundation integrated with leading third- party point applications and middleware Centralized order hub and payment gateway Integrated business intelligence Suite of robust remote site management tools (catalog, content and promotions) overview e-commerce services interactive marketing services financials 6 multi-tenant fulfillment centers - 4 U.S. & 2 international ~ 70 customers Substantial investment in leading commercial technology and automation Extensive value-added services provided (e.g., engraving, heat transfer, embroidery) 5 customer care centers in U.S. and U.K. ~ 70 customers ~ 1,600 agent workstations 24x7 fail-over support customer care centers contribute to online sales fulfillment technology customer care Meaningful annual investment supports new product features and functions, platform enhancements and infrastructure growth & maintenance


 

Fulfillment and Customer Care Centers overview e-commerce services interactive marketing services financials Customer Care Centers Eau Claire, Wis. ~ 500 workstations Martinsville, Va. ~ 350 workstations Brunswick, Ga. ~ 255 workstations Melbourne, Fla. ~ 490 workstations Chadderton, U.K. ~ 50 workstations Fulfillment Centers Louisville, Ky. ~ 470,000 sq. ft. Shepherdsville, Ky. ~ 697,000 sq. ft. Richwood, Ky. ~ 540,000 sq. ft. Martinsville, Va. ~ 479,000 sq. ft. Chadderton, U.K. ~ 137,000 sq. ft. Rochdale, U.K. ~ 63,000 sq. ft. U.K.


 

Interactive Marketing Services overview e-commerce services interactive marketing services financials e-mail services digital agency


 

Growing Online Advertising Market estimated U.S. online advertising as % of total U.S. advertising spend estimated U.S. online advertising revenues 2007 2008 2009 2010 2011 $21.1 $25.9 $30.0 7.4% 8.8% 13.0% 10.0% 11.4% $41.0 $51.0 19.3% CAGR Source: eMarketer, March 2008 $ in billions overview e-commerce services interactive marketing services financials 2012 15.4% $35.0


 

Interactive Marketing Services - a Multichannel Requirement Almost $400 billion of store sales - or 16% of total retail sales - were directly influenced by the Web (cross-channel sales) in 2006. This will grow at a 17% CAGR over the next five years resulting in cross-channel sales of more than $1 trillion by 2012. * 51% of online consumers have researched and then purchased offline. * 45% of online consumers buy additional products once inside an offline store. * Main reason consumers purchased offline: wanted product immediately. * 2006 2007 2008 2009 2010 2011 2012 16% 20% 24% 28% 32% 35% 38% $2,481 $2,552 $2,627 $2,705 $2,787 $2,873 $2,954 Total Cross-Channel Sales - % * Total Retail Sales, Excluding Travel * CAGR = 17% * Source: Forrester Research Inc., "The Web's Impact on In-Store Sales: U.S. Cross-Channel Sales Forecast, 2006 to 2012.", May 7, 2007. $ in billions overview e-commerce services interactive marketing services financials


 

Interactive Agency Creative - user experience & site design. Online marketing (search, affiliate, comparison shopping engines, display). Content development & digital photography. Catalog services. Provides services to ~ 50 e-commerce partners. ~ 180 staff in King of Prussia, Pa. and growing. overview e-commerce services interactive marketing services financials


 

e-mail Marketing Services Ranked as market-leading provider of advanced e-mail marketing solutions by both Jupiter & ForresterResearch. Provides e-mail technology, strategic services, tactical planning, implementation and support services. Provides services to ~ 110 blue-chip clients - U.S. & Europe. ~ 320 employees - Boston, New York, Seattle, and London. More than 20% of business comes from Europe. overview e-commerce services interactive marketing services financials


 

Marketing Services Cross-Sell Opportunity ~ 110 Customers - U.S. & Europe ~ 50 Customers - U.S. overview e-commerce services interactive marketing services financials


 

Financials overview e-commerce services interactive marketing services financials


 

Net Revenues - Trailing Four Quarters $5.5 FY99 $42.8 FY00 $102.6 FY01 $172.6 FY02 $241.9 FY03 $335.1 FY04 $440.4 FY05 $609.6 FY06 $ in millions $750 FY07 overview e-commerce services interactive marketing services financials $861.1 Trailing Four Quarters


 

GSI's e-Commerce Services Revenue Model FY2007 costs of revenues from product sales cost of promo free shipping & subsidized shipping advertising and catalog costs partner revenue share charges GSI records certain revenues gross (product sales) and certain revenues net (services fees) on the income statement. Internally, GSI adjusts revenue to view all revenue streams on a more comparable economic basis. It is how the company evaluates growth, margin trends and customer concentration. GSI views itself as a business and technology services company. As a result, the company nets all transactions down instead of grossing them up as would a traditional retailer. $ in millions overview e-commerce services interactive marketing services financials $421.3 non-GAAP net revenue $328.7 $750.0 net revenue


 

Mix Shift - GAAP Net Revenues & Non-GAAP Net Revenues net revenues non-GAAP net revenues FY2005 FY2006 FY2007 FY2004 FY2003 $ in millions overview e-commerce services interactive marketing services financials CAGR 32.7% $242.0 CAGR 45.8% $72.8 $335.1 $440.4 $609.5 $750.0 $114.0 $149.0 $225.1 $328.7 The shift in net revenues mix from gross transactions (product sales) to net transactions (service fees) has caused non-GAAP net revenues to grow more quickly than net revenues.


 

Viewing GSI's Business on a Non-GAAP Net Revenues Basis On a net revenues basis, GSI's margins more closely resemble the economics of a retailer. However, in FY2007, approx. 72% of non-GAAP net revenues were derived from service fees. When viewed as a % of non-GAAP net revenues, non-GAAP income from operations margins more closely resemble the economics of business and technology services companies. FY2007 non-GAAP net revenues net revenues non-GAAP income from operations $750.0 $52.3 $328.7 7.0% 15.9% $ in millions overview e-commerce services interactive marketing services financials $100 $200 $300 $400 $500 $600 $700 $800 2% 4% 6% 8% 10% 12% 14% 16% 18% non-GAAP income from operations as a % of net revenues $52.3 non-GAAP income from operations as a % of non-GAAP net revenues


 

Appendices overview e-commerce services interactive marketing services financials


 

Reconciliation of GAAP Income from Operations to Non-GAAP Income from Operations January 1, December 30, December 29, December 28, January 3, January 1, January 3, January 1, 2000 2000 2001 2002 2004 2005 2005 2006 (29,083) $ (53,557) $ (32,497) $ (34,437) $ (13,064) $ (401) $ 2,878 $ 9,647 $ 2,655 4,983 10,282 401 1,935 3,576 3,805 7,578 728 8,074 6,662 10,509 11,386 10,944 14,635 21,297 (25,700) $ (40,500) $ (15,553) $ (23,527) $ 257 $ 14,119 $ 21,318 $ 38,522 $ Twelve Months Ended FY1999 FY2000 FY2001 FY2002 FY2003 FY2004 FY2005 FY2006 Reconciliation of GAAP income from operations to non-GAAP GAAP income from operations Acquisition related integration expenses Stock-based compensation Depreciation and amortization (1) Non-GAAP income from operations (1) Includes amortization expense of acquisition related intangibles of $4,531 for the fiscal year ended December 29, 2007. (Unaudited) GSI COMMERCE, INC. AND SUBSIDIARIES NON-GAAP INCOME FROM OPERATIONS AND RECONCILIATION TO GAAP RESULTS (In thousands) 4,942 $ 1,597 8,419 37,337 52,295 $ December 29, 2007 FY2007 -- -- -- -- -- -- -- -- overview e-commerce services interactive marketing services financials


 

GAAP Net Revenues to non-GAAP Net Revenues Reconciliations overview e-commerce services interactive marketing services financials